<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>amendloanagr022603.txt
<DESCRIPTION>SECOND AMENDED LOAN AGREEMENT 022603
<TEXT>


            SECOND AMENDMENT AND MODIFICATION TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT


                                 by and between

               RCM Technologies, Inc. and All of Its Subsidiaries

                                      with

       Citizens Bank of Pennsylvania, as Administrative Agent and Arranger

                                       And

              Each of the Financial Institutions Now and Hereafter
                 Shown on the Signature Pages Hereof as Lenders

                         Dated: As of February 26, 2003

<PAGE>


                                        9
            SECOND AMENDMENT AND MODIFICATION TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT


         This SECOND AMENDMENT AND MODIFICATION TO AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT ("Amendment") is dated as of February 26, 2003, by RCM
TECHNOLOGIES, INC. ("RCM"), and ALL OF ITS SUBSIDIARIES (collectively referred
to as "Borrower"), CITIZENS BANK OF PENNSYLVANIA (formerly known as Mellon Bank,
N.A.), a Pennsylvania state chartered bank, in its capacity as administrative
agent and arranger (the "Agent"), and CITIZENS BANK OF PENNSYLVANIA (formerly
known as Mellon Bank, N.A.) ("Citizens"), and SUNTRUST BANK (formerly known as
SUNTRUST BANK ATLANTA), in its capacity as documentation agent and lender
("Suntrust") and FLEET NATIONAL BANK in its capacity as syndication agent and
lender ("Fleet") (Citizens, Suntrust and Fleet individually each being a
"Lender" and collectively referred to as "Lenders").

                                   BACKGROUND

A. Pursuant to the terms of a certain Amended and Restated Loan and Security
Agreement dated as of May 31, 2002, between Borrower and Lenders, as amended by
a certain Amendment and Modification to Amended and Restated Loan and Security
Agreement dated as of December 30, 2002 (collectively, the " Loan Agreement"),
Lender has made available to Borrower a revolving line of credit in the
aggregate amount of $40,000,000.00 (the "Revolving Credit"), and a term loan in
the amount of $7,500,000.00 ("Term Loan").

B. The Revolving Credit is evidenced by certain Revolving Credit Notes dated May
31, 2002, from Borrower to Lender in the aggregate amount of $40,000,000.00
("Revolving Credit Notes").

C. The Term Loan was evidenced by certain Term Notes dated May 31, 2002 from the
Borrower to the Lenders in the aggregate amount of $7,500,000.00, ("Term
Notes").

D. Borrower has requested that Lender modify certain covenants contained in the
Loan Agreement, and Lender has agreed to modify those certain covenants subject
to the terms and conditions of this Amendment.

         All capitalized terms used herein without further definition shall have
the respective meaning set forth in the Loan Agreement and all other Loan
Documents.

         NOW, THEREFORE, with the foregoing Background incorporated by reference
and intending to be legally bound hereby, the parties agree as follows:

1. Loan Agreement. The following amendments and modifications shall be made to
the Loan Agreement and shall be effective upon execution hereof:

a. Paragraph B of the "Background" Section of the Loan Agreement shall be
deleted in its entirety and replaced as follows:

                                    B. The Borrower has requested that the
                                    Lenders agree to amend and restate the
                                    Original Loan Agreement in its entirety to,
                                    among other things, (1) amend the Original
                                    Revolving Credit Facility to provide for a
                                    revolving credit facility having a maximum
                                    limit of $25,000,000.00 (including a
                                    sublimit of $10,000,000.00 under such
                                    revolving credit facility for the issuance
                                    of trade and standby letters of credit), and
                                    (2) delete all references to the Retiring
                                    Lenders.

b. The definition of "Net Income" contained in Section 1.1 of the Loan Agreement
shall be deleted in its entirety and replaced as follows:

                                    Net Income. Consolidated net income of RCM
                                    after taxes as such would appear on a
                                    statement of income prepared in accordance
                                    with GAAP; (i) provided however, that such
                                    Consolidated net income of RCM after taxes
                                    shall be determined without regard to (i)
                                    any expense, loss, charge or other reduction
                                    in income attributable and arising solely
                                    from the verdict ("Verdict"), including
                                    direct litigation costs, the costs of any
                                    appeal bonds and the amount of interest
                                    accrued on the Verdict, up to an amount not
                                    to exceed $10,718,000 in the aggregate (the
                                    "Verdict Liability"), in the matter entitled
                                    Meyers and Blaire v. RCM Technologies, Inc.
                                    (Docket No. BER-L-10166-98) in the Superior
                                    Court of the State of New Jersey (the
                                    "Meyers Suit"), as more particularly
                                    described in Item 4 of the Borrower's Form
                                    8-K dated January 24, 2003, and the press
                                    release attached thereto as an exhibit, and
                                    (ii) any tax savings ("Verdict Tax Savings")
                                    resulting from RCM's deducting on its
                                    federal, state, local and foreign tax
                                    returns any amounts (including direct
                                    litigation costs) attributable and arising
                                    as a result of the Verdict; and provided
                                    further if the Verdict is hereafter
                                    modified, amended, altered, revised,
                                    compromised, settled or otherwise changed,
                                    the after-tax effect ("Post-Modification Tax
                                    Affect"), of such action shall be excluded
                                    from such consolidated net income of RCM
                                    after taxes.

c. The definition of "Minimum Tangible Net Worth" contained in Section 1.1 of
the Loan Agreement shall be deleted in its entirety and replaced as follows:

                                    Minimum Tangible Net Worth - RCM's
                                    consolidated Tangible Net Worth shall be (i)
                                    at least $4,000,000.00 as of June 30, 2001,
                                    plus (ii) seventy-five percent (75%) of
                                    quarterly Net Income thereafter (determined
                                    without taking the Additional Net
                                    Restructuring charge or Subsequent
                                    Additional Net Restructuring Charge into
                                    account and with no credit for losses) (the
                                    "Net Income Component"), plus (iii) one
                                    hundred percent (100%) of the Income Tax
                                    Benefit, plus (iv) the Verdict Tax Savings
                                    (if any), plus (v) the Post-Modification Tax
                                    Affect (if any), less (vi) the Verdict
                                    Liability, less (vii) the sum of (A) the
                                    Existing Additional Deferred Consideration
                                    Payments paid on or after July 1, 2001, (B)
                                    the New Acquisition Consideration Payments
                                    (hereinafter defined) (if any) paid on or
                                    after July 1, 2001, plus (C) any net losses
                                    (expressed as a positive number), if any,
                                    arising solely from Permitted Asset or Stock
                                    Sales up to an amount, which when added to
                                    other net losses recognized under this
                                    subparagraph (C), does not exceed
                                    $5,000,000.00 in the aggregate, provided
                                    that the reductions pursuant to clauses (A)
                                    and (B) of clause (vii) shall not in the
                                    aggregate exceed the increase in the Minimum
                                    Tangible Net Worth arising from the Net
                                    Income Component.

d. The definition of "Revolving Credit Limit contained in Section 1.1 of the
Loan Agreement shall be deleted in its entirety and replaced as follows:

                                    Revolving Credit Limit - The lesser of (k)
                                    $25,000,000.00, or (ii) the Borrowing Base
                                    as then in effect.

e.       Section 2.1(e) of the Loan Agreement shall be deleted in its entirety
         and replaced as follows:

                                    (e) Under the Revolving Credit Facility, the
                                    Borrower may request the issuance of a
                                    letter of credit (each a "Letter of Credit")
                                    by delivering to the Agent a completed
                                    application and agreement for letter of
                                    credit in such form as the Agent may specify
                                    from time to time by no later than 10:00
                                    a.m., Philadelphia time, at least three (3)
                                    Business Days, or such shorter period as may
                                    be agreed to by the Agent, in advance of the
                                    proposed date of issuance. Each Letter of
                                    Credit shall be a trade letter of credit or
                                    a Standby Letter of Credit. Subject to the
                                    terms and conditions hereof, in reliance on
                                    the agreements of the other Lenders as set
                                    forth in this Section 2.1, and provided the
                                    Agent has not received written notice from a
                                    Lender that an Event of Default or Unmatured
                                    Event of Default has occurred, the Agent
                                    will issue a Letter of Credit provided each
                                    Letter of Credit shall (i) have a maximum
                                    maturity of twelve (12) months from the date
                                    of issuance, and (ii) in no event expire
                                    later than one Business Day prior to the
                                    Revolving Credit Maturity Date and provided
                                    that in no event shall (i) the Letter of
                                    Credit Outstandings exceed, at any one time,
                                    $10,000,000.00 or (ii) the sum of the
                                    aggregate Letter of Credit Outstandings and
                                    the Revolving Credit Loans then outstanding
                                    exceed, at any one time, the aggregate
                                    Revolving Credit Facility Pro Rata Shares of
                                    the Lenders then in effect.

f. The reference to "40,000,000.00" in Section 2.5(b) of the Loan Agreement is
hereby changed to "25,000,000.00"

g. Schedule A of the Loan Agreement shall be deleted in its entirety and
replaced with the form of Schedule A attached to this Amendment.

2. Representations and Warranties. Borrower warrants and represents to Lenders
that:

a. Prior Representations. By execution of this Amendment, Borrower reconfirms
that all warranties and representations made to Lender under the Loan Agreement
and the other Loan Documents are true and correct in all material respects as of
the date hereof, all of which shall be deemed continuing until all of the
Obligations to Lenders are paid and satisfied in full. Lenders acknowledge that
Borrower has notified Lenders of various lawsuits and claims referred in Note 8
to Borrower's financial statements included in Borrower's Form 10-Q for the
period ending September 30, 2002. In the opinion of management and based upon
the advice of counsel, the Borrower has meritorious defenses to the lawsuits and
claims; however the Borrower expresses no opinion herein with respect to the
Meyers Suit. However, if material adverse determinations on either the lawsuits
or claims were to be rendered, such determinations will have a material adverse
impact on the results of operations in the period of the respective charges as
well as a material adverse impact on the financial position and liquidity of the
Borrower.

b. Authorization. The execution and delivery by Borrower of this Amendment and
the performance by Borrower of the transactions herein contemplated (i) are and
will be within its powers and (ii) are not and will not be in contravention of
any order of court or other agency of government, of law or of any indenture,
agreement or undertaking to which Borrower is a party or by which the property
of Borrower is bound, or be in conflict with, result in a breach of or
constitute (with due notice and/or lapse of time) a default under any such
indenture, agreement or undertaking, or result in the imposition of any lien,
charge or encumbrance of any nature on any of the properties of Borrower.

c. Valid, Binding and Enforceable. This Amendment and any other instrument,
document or agreement executed and delivered in connection herewith, will be
valid, binding and enforceable in accordance with their respective terms subject
to bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally and general equitable principles.

d. Costs. Upon execution hereof, Borrower shall pay all costs (including
attorneys' fees of Lenders) attendant to this Amendment.

3. Ratification of Loan Documents. This Amendment is hereby incorporated into
and made a part of the Loan Agreement and all other Loan Documents respectively,
the terms and provisions of which, except to the extent modified by this
Amendment are each ratified and confirmed and continue unchanged in full force
and effect. Borrower acknowledges and agrees that, to its knowledge, it has no
defenses, set-offs, counterclaims or deductions of any nature with respect to
its obligations to Lender. Any reference to the Loan Agreement and all other
Loan Documents respectively in this or any other instrument, document or
agreement related thereto or executed in connection therewith shall mean the
Loan Agreement and all other Loan Documents respectively as amended by this
Amendment. The Loan Agreement and this Amendment shall be construed as
integrated and complementary of each other, and augmenting and not restricting
Lender's powers, rights, remedies and security. If, after applying the
foregoing, an inconsistency still exists, the provisions of this Amendment shall
control.

4. Verdict. The Banks hereby agree to waive their right to declare an Event of
Default under Sections 8.1(h) and 8.1(q) of the Loan Agreement as a result of
the Verdict. However, the waiver by the Banks under this Paragraph 4 is specific
with respect to the Verdict and should not be construed to be, or operate as, a
waiver of any other right of the Banks' under the Loan Agreement, nor shall it
preclude any other or future exercise of the rights granted to the Banks under
the Loan Agreement upon a failure to comply with any term, covenant or condition
contained in the Loan Agreement including, without limitation, any other event
which would constitute an Event of Default under Sections 8.1(h) and/or 8.1(q)
of the Loan Agreement.

5. Effectiveness Conditions. This Amendment shall become effective upon the full
execution of this Amendment and the following:

a. The execution and delivery by the Borrower of a Second Amended and Restated
Revolving Credit Note for each of the Lenders for the total principal amount of
such Lender's Revolving Credit Pro Rata Share, in the form set forth on Exhibit
2.1 of the Loan Agreement.

b. Payment of the Lender's legal fees attendant to this Amendment;

c. Payment to Agent, on behalf of the Banks, the fees reflected on Schedule B
hereto;

d. A Certificate of the Secretary or Assistant Secretary of the Borrower, dated
the date hereof, including (i) resolutions duly adopted by the Borrower
authorizing this Amendment, and (ii) evidence of the incumbency and signature of
the officers executing the Amendment on the Borrower's behalf.

e. Any other documents reasonably required by Agent or Lenders.

6. Governing Law. This Amendment and all instruments, documents and agreements
and the rights and obligations of the parties hereto and thereto shall be
governed by and interpreted in accordance with the substantive laws of the
Commonwealth of Pennsylvania.

7. Severability. The invalidity or unenforceability of any provision of this
Amendment shall not affect the validity or enforceability of the remaining
provisions.

8. Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.

9. Modification. This Amendment may not be modified, amended or terminated
except by an agreement in writing executed by the parties hereto.



<PAGE>

<TABLE>
<CAPTION>

         IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement the day and year first above written.

BORROWER:                                        RCM TECHNOLOGIES, INC.
<S>                                             <C>    <C>    <C>    <C>    <C>    <C>

                                                 By:_____________________________________

                                                 Name:___________________________________

                                                 Title:____________________________________

                                                 CATARACT, INC.

                                                 By:_____________________________________

                                                 Name:___________________________________

                                                 Title:____________________________________

                                                 RCM TECHNOLOGIES (USA), INC.

                                                 By:_____________________________________

                                                 Name:___________________________________

                                                 Title:____________________________________

                                                 PROGRAMMING ALTERNATIVES
                                                 OF MINNESOTA, INC.

                                                 By:_____________________________________

                                                 Name:___________________________________

                                                 Title:____________________________________

                                                 SOFTWARE ANALYSIS & MANAGEMENT, INC.

                                                 By:_____________________________________

                                                 Name:___________________________________

                                                 Title:____________________________________

                                                 RCMT DELAWARE, INC.

                                                 By:_____________________________________

                                                 Name:___________________________________

                                                 Title:____________________________________

                                                 RCM TECHNOLOGIES CANADA CORP.

                                                 By:_____________________________________

                                                 Name:___________________________________

                                                 Title:____________________________________

                                                 BUSINESS SUPPORT GROUP OF MICHIGAN, INC.

                                                 By:_____________________________________

                                                 Name:___________________________________

                                                 Title:____________________________________

                                                 PINNACLE CONSULTING, INC.

                                                 By:_____________________________________

                                                 Name:___________________________________

                                                 Title:____________________________________





<PAGE>



AGENT:                                           CITIZENS BANK OF PENNSYLVANIA, as Administrative Agent and Arranger

                                                 By:_____________________________________

                                                 Name:___________________________________

                                                 Title:____________________________________



LENDERS:                                         CITIZENS BANK OF PENNSYLVANIA, as Lender

                                                 By:_____________________________________

                                                 Name:___________________________________

                                                 Title:____________________________________


                                                 SUNTRUST BANK, ATLANTA, as Documentation Agent and Lender

                                                 By:_____________________________________

                                                 Name:___________________________________

                                                 Title:____________________________________


                                                 FLEET NATIONAL BANK, as Syndication Agent and Lender

                                                 By:_____________________________________

                                                 Name:___________________________________

                                                 Title:____________________________________




<PAGE>



                                   SCHEDULE A

                            REVOLVING CREDIT FACILITY

Lenders                                  Revolving Credit                       Revolving Credit
-------
                                         Pro Rata Share                         Pro Rata Percentage

Citizens Bank of Pennsylvania            $10,526,325                            42.1%
Fleet National Bank                      $ 9,210,525                            36.8%
Sun Trust Bank                           $ 5,263,150                            21.1%

TOTAL COMMITMENT                         $25,000,000                            100%
                                         ===========                            ====





<PAGE>


                                   SCHEDULE B

                                      FEES


Citizens Bank of Pennsylvania                                $13,157.90

Sun Trust Bank, Atlanta                                      $ 6,578.94

Fleet National Bank                                          $11,513.16

</TABLE>

</TEXT>
</DOCUMENT>
